0000950123-10-031013 Sample Contracts

March 30, 2010
National Consumer Cooperative Bank /Dc/ • March 31st, 2010 • Personal credit institutions • New York

Reference is made to (i) that certain Credit Agreement dated as of May 1, 2006 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Credit Agreement), by and among National Consumer Cooperative Bank (the “Borrower”), the Administrative Agent, PNC Bank, National Association and Wells Fargo Bank, N.A., Successor-By Merger to Wachovia Bank, National Association, as co-syndication agents (“Syndication Agents”), Calyon New York Branch and Union Bank of California, N.A., as co-documentation agents (“Documentation Agents”), SunTrust Capital Markets, Inc., as lead arranger and book manager (“Arranger”; Administrative Agent, Syndication Agents, Documentation Agents and the Arranger are each an “Agent” and are, collectively, the “Agents”), and the lenders party thereto from time to time (each a “Bank” and, collectively, the “Banks”), (ii) that certai

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FIFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER
Credit Agreement and Limited Waiver • March 31st, 2010 • National Consumer Cooperative Bank /Dc/ • Personal credit institutions • New York

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Agreement”) is dated as of February 23, 2010 by and among National Consumer Cooperative Bank, D/B/A National Cooperative Bank (the “Borrower”), SunTrust Bank, as administrative agent (in such capacity, the “Administrative Agent”), and the Banks (as defined below) signatory hereto.

National Consumer Cooperative Bank Seventh Amendment and Limited Waiver Dated as of February 23, 2010 to NOTE PURCHASE AND UNCOMMITTED MASTER SHELF AGREEMENT Dated as of December 28, 2001
National Consumer Cooperative Bank /Dc/ • March 31st, 2010 • Personal credit institutions • New York

This Seventh Amendment and Limited Waiver dated as of February 23, 2010 (this “Agreement” or this “Seventh Amendment”) to the Note Purchase and Uncommitted Master Shelf Agreement dated as of December 28, 2001, is between National Consumer Cooperative Bank (d/b/a/ NCB), a banking corporation chartered pursuant to the National Consumer Cooperative Bank Act, as amended, 12 U.S.C. §§3001-3051 (the “Company”), and each of the institutions which is a signatory to this Seventh Amendment (collectively, the “Noteholders”).

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